To the Members,
 
 The Directors are delighted to present the Twenty Third Annual Report
 together with the Audited Statement of Accounts of the Company for the
 financial year ended March 31, 2011.
 
 FINANCIAL RESULTS
 
 The Financial Performance of your Company for the year ended March 31,
 2011 is summarized below:
 
                                                       (Rs. / Thousand)
 
 Particulars                           Year ended        Year ended
                                       March 31, 2011   March 31, 2010
 
 Sales & Services                       14,365,518         10,847,945
 
 Other Income                             8,80,295           6,86,071
 
 Total Income                           15,245,813         11,534,016
 
 Total Expenses                         17,142,719         14,155,599
 
 Profit/(Loss) before Tax               (1,896,906)        (2,621,583)
 Provision for Taxation
 
 (net)                                      -                   (258)
 
 Profit/(Loss) after Tax                (1,896,906)       (2,621,325)
 
 Profit/(Loss) for the Year             (1,896,906)       (2,621,325)
 Add: Balance brought
 forward                               (14,037,516)      (11,416,191)
 Amount available for
 
 appropriations                        (15,934,422)      (14,037,516)
 
 Appropriations :
 
 Dividend                                  Nil                Nil
 
 Tax on Dividend                           Nil                Nil
 
 General Reserve                           Nil                Nil 
 
 Balance Carried
 
 Forward                               (15,934,422)      (14,037,516)
 
 BUSINESS OVERVIEW
 
 The penetration in Direct to Home (DTH) is happening at a much faster
 rate than expected under continued investment by the DTH players and
 increase in the affordability on account of rise in disposable income.
 The industry added 13.5 Million subscribers in the period under review
 as against 8.5 Million subscribers in the previous period. DTH
 accounted for more than 70% of the incremental cable and satellite
 homes during the year under review leaving only marginal share for the
 Analog and Digital cable platform. This phenomenon is likely to
 continue which would be further led by the digitalization push by the
 Government, lower entry cost in the DTH service and wide variety of
 choice being offered by the DTH operators.
 
 During the year under review, your Company added almost double the
 number of subscribers as compared to the previous year and was also
 ahead of the competition on all aspects including incremental
 subscriber acquisition and overall subscriber base. Your Company
 continues to retain the leadership position in the DTH segment holding
 31% of the total DTH subscriber base. The investment made by the
 Company in brand building, creation of sales and distribution
 infrastructure, expansion of service outlets, retaining and training
 the talent have reaped rich fruits and are likely to be the key
 differentiator in the days to come.
 
 Our long term Agreements with the content providers, satellite service
 providers and other vendors gave the key edge in terms of cost,
 competitiveness and margin push. The rate of growth of revenue
 continues to be much higher than rate of increase in cost.
 
 Your Company understands that the next level of DTH revolution will be
 on technology absorption and enhancement in revenue by proper mix of
 content layered with new value added services. In view of the same,
 your Company acquired additional bandwidth to augment the capacity in
 order to be able to provide the maximum number of channels. Going
 forward, this will also be a key differentiator among all the DTH
 players. Your Company also became the leading HD service provider of
 the country and the push towards acquiring the HD customers was
 supported by various tie-ups including the tie-up with Samsung, a key
 player in HD TV market.
 
 The year gone by saw major sporting events like FIFA World Cup, ICC
 World Cup, Common Wealth Games, Indian Premier League etc. being
 conducted all across the globe which resulted in hightended activity
 around the DTH industry, resulting into the phenomenal growth of the
 industry, both in terms of acquisition as well as revenue. To further
 strengthen the brand positioning and visibility, your Company also
 associated with Kolkata Knight Riders for the IPL 3 season as an
 Associate Brand Sponsor.
 
 The key challenges in the future will be to manage subsidy being
 offered to the subscribers on the DTH hardware, steep taxation, slow
 growth in ARPU and unorganized cable sector.
 
 COPORATE RESTRUCTURING & SUBSIDIARIES
 
 Your Directors approved the Composite Scheme of Amalgamation and
 Arrangement between the Company, Agrani Satellite Services Limited
 (ASSL), Integrated Subscriber Management Services Limited (ISMSL), to
 demerge the Non DTH business of the Company into ISMSL, followed by
 merger of ASSL with ISMSL with effect from March 31, 2010, being the
 Appointed Date. The Hon''ble High Court of Delhi, vide its order dated
 March 03, 2011 and corrigendum dated March 31, 2011 was pleased to
 approve the said Scheme and accordingly the Scheme has been given
 effect to in the Annual Financial Statements from the Appointed date of
 March 31, 2010.
 
 Upon effectiveness of the said Scheme, ASSL stands amalgamated with
 ISMSL from the Appointed Date of March 31, 2010. ISMSL divested its
 entire holdings in Agrani Convergence Ltd during the Financial Year
 2010-11 and consequently, Agrani Convergence Limited ceases to be a
 Subsidiary of your Company. In order to further simplify the Corporate
 Structure and to capitalize the growth prospects, the Board felt that
 it is necessary for the Company to have enhanced focus on its core DTH
 operations so that it can expand customer base, raise revenue
 contributions through product innovations and provisions of various
 value added services. To achieve the same, your Company has transferred
 its entire shareholding in ISMSL, which is engaged in the business of
 providing services pertaining to subscribers'' management, collection
 and maintenance of subscribers'' information, and call centre
 activities, on June 1, 2011.  Accordingly, ISMSL ceased to be a
 Subsidiary of your Company from the date of transfer.
 
 The Ministry of Corporate Affairs, Government of India has allowed
 general exemption to Companies from complying with Section 212 (8) of
 the Companies Act, 1956, provided such companies publish the audited
 consolidated financial statements in the Annual Report. Your Board has
 decided to avail the said general exemption from applicability of
 provisions of Section 212 of the Companies Act, 1956, and accordingly,
 the Annual Accounts of the Subsidiary of the Company viz. ISMSL for the
 financial year ended March 31, 2011 are not being attached with the
 Annual Report of the Company and the specified financial highlights of
 the said Subsidiary Company are disclosed in the Annual Report, as part
 of the Consolidated Financial Statements.  The audited Annual Accounts
 and related information of the subsidiary will be made available, upon
 request and also be open for inspection at the Registered Office, by
 any Shareholder.
 
 As required by the Accounting Standard AS – 21 issued by the Institute
 of Chartered Accountants of India, the financial statement of the
 Company reflecting the Consolidation of the Accounts of its
 subsidiaries to the extent of equity holding of the Company in these
 Companies are included in this Annual Report.
 
 SHARE CAPITAL
 
 During the year, your Company issued and allotted 557,060 fully paid
 equity shares upon exercise of Stock Options by the employees under the
 ''ESOP Scheme – 2007'' of the Company.
 
 During the Financial Year 2008-09, your Company had come up with Rights
 Issue of 518,149,592 equity shares of Rs. 1 each, issued at Rs. 22 per
 share (including premium of Rs. 21 per share), payable in three
 installments. Upon receipt of valid first and second call money, during
 the year under review, the Company converted 16,151 equity shares from
 0.50 paid up to 0.75 paid up and 1,376,629 equity shares from 0.75 paid
 up to fully paid up.
 
 Pursuant to the issue of further shares under ESOP and subsequent to
 conversion of partly paid shares, the paid up capital of your Company
 during the year has increased from Rs. 1,062,070,492 comprising of
 1,059,006,947 equity shares of Rs. 1 each, fully paid up, 3,429,124
 equity shares of Rs. 1 each - paid up Rs. 0.75 per share and 983,404 equity
 shares of Rs. 1 each - paid up Rs. 0.50 per share to Rs. 1,062,975,747
 comprising of 1,060,940,636 equity shares of Rs. 1 each, fully paid up,
 2,068,646 equity shares of Rs.  1 each - paid up Rs. 0.75 per share and
 967,253 equity shares of Rs. 1 each - paid up Rs. 0.50 per share. As on
 March 31, 2011 the Company has not received the valid Second call on
 2,068,646 partly paid shares and first and second call on 967,253
 partly paid shares.
 
 RIGHT ISSUE OF SHARES & UTILISATION OF PROCEEDS THEREOF
 
 Out of the total Right Issue size of Rs. 113,992.91 Lakhs, the Company
 has received a sum of Rs. 113,672.66 Lakhs towards the Share application
 and call money as at March 31, 2011, the details of which has been
 provided under the preceding heading.
 
 The utilization of Rights Issue proceeds are placed before the Audit
 Committee on quarterly basis. Further, the Company also provides the
 details of the utilization of Rights Issue proceeds to the Monitoring
 Agency on half yearly basis and furnishes the Monitoring Report to
 Stock Exchanges.
 
 The Board at its meeting held on May 28, 2009 approved to make change
 in the manner of usage of rights issue proceeds as hereunder:
 
 Particulars                                            Amount
 
                                                   (Rs. in Lacs)
 
 Acquisition of Consumer Premises                    26,000.00
 
 Equipment (CPE) including Leased CPE
 
 Repayment of loans                                  28,421.44
 
 Repayment of loans received after                   24,300.00
 launch of the Rights Issue
 
 General Corporate Purpose/                          34,696.46
 
 Operational Expenses
 
 Issue Expenses                                         575.01
 
 Total                                              113,992.91
 
 The manner of utilization of rights issue proceeds as on March 31,
 2011, is as under:
 
 Particulars                                          Amount
                                                  (Rs. in Lacs) 
 
 Repayment of loans                                28,421.44
 
 Repayment of loans received after                 24,300.00
 launch of the Rights Issue
 
 General Corporate Purpose/                        14,405.94
 
 Operational Expenses
 
 Acquisition of Consumer Premises                  26,000.00
 
 Equipment (CPE) including leased CPE
 
 Issue Expenses                                       544.52
 
 Total                                             93,671.90
 
 The Fourth and Fifth Monitoring Report for half year periods, July 2010
 - December 2010 and January 2011 – June 2011 respectively, containing
 deviation from the original proposed expenditure plan and in accordance
 with the revised plan was recorded by the Audit Committee and the Board
 at their respective meetings and necessary compliance in this regard
 has been carried out.
 
 GLOBAL DEPOSITORY RECEIPT
 
 The Global Depository Receipt (GDR) Offer of the Company for 117,035
 GDRs at a price of US $ 854.50 per GDR, each GDR representing 1,000
 fully paid equity shares of the Company was fully subscribed by Apollo
 India Private Equity II (Mauritius) Limited.
 
 The manner of utilisation of GDR proceeds as on March 31, 2011, is as
 under:
 
 Particulars                                       Amount
                                                 (Rs. in Lacs)
 
 Assets purchases including CPE                    7,353.31
 
 Issue Expenses                                      344.63
 
 Advance to subsidiary                                56.14
 
 Repayment of Bank Loans                             755.22
 
 Operational Expenses                             20,678.70
 
 Less: Interest Earned                              -423.37
 
 Margin Money                                        500.00
 
 Bank Balances                                    17,319.85
 
 Total                                            46,584.48
 
 EMPLOYEE STOCK OPTION SCHEME
 
 In pursuance of the Securities and Exchange Board of India (Employees''
 Stock Option Scheme and Employees'' Stock Purchase Scheme) Guidelines,
 1999, your Board had authorized the Remuneration Committee to
 administer and implement the Company''s Employees'' Stock Option Scheme
 (ESOP – 2007) including deciding and reviewing the eligibility criteria
 for grant and/or issuance of stock options to the eligible employees/
 directors under the Scheme. Further, in view of the growing frequency
 of allotment of equity shares pursuant to exercise of stock options by
 eligible employees/ directors, your Board constituted an ESOP Allotment
 Committee to consider, review and allot equity shares to the eligible
 Employees/Directors exercising the stock options under the Employees''
 Stock Option Scheme (ESOP – 2007) of the Company.
 
 During the period under review, your Company allotted 5,57,060 fully
 paid equity shares upon exercise of the stock options by eligible
 employee under th ESOP – 2007. During the year, your Board approved the
 grant of 10,38,300 shares to the eligible employees under ESOP – 2007.
 Applicable disclosures relating to Employee Stock Options as at March
 31, 2011, pursuant to Clause 12 (Disclosure in the Directors'' Report)
 of the SEBI (Employees'' Stock Option Scheme and Employees''
 
 Stock Purchase Scheme) Guidelines, 1999 are given as ''Annexure A'' to
 this Report.
 
 A certificate, as prescribed under Clause 14 of the said Guidelines,
 obtained from Statutory Auditors shall be available for inspection at
 the Annual General Meeting and a copy of the same shall be available
 for inspection at the registered office of the Company.
 
 GROUP
 
 Based on the intimation received by the Company from the Promoters, the
 names of Promoters and entities comprising ''group'' for the purpose of
 Clause 3(1)(e) of the SEBI (Substantial Acquisition of Shares and
 Takeovers) Regulations, 1997, are disclosed in the Annual Report as
 ''Annexure B''.
 
 PUBLIC DEPOSITS
 
 During the year, your Company has not accepted any Deposits under
 Section 58A and Section 58AA of the Act, read with Companies
 (Acceptance of Deposits) Rules, 1975.
 
 CORPORATE GOVERNANCE
 
 It is your Company''s constant endeavor to adopt best governance
 practices as laid down in Clause 49 of the Listing Agreement with the
 Stock Exchanges. In pursuance of this objective, your Board has
 approved and implemented a Corporate Governance Manual which serves as
 a guide to day to day business and strategic decision making in the
 Company.
 
 A comprehensive report on Corporate Governance pursuant to the
 requirement of Clause 49 of the Listing Agreement with the Stock
 Exchanges together with Auditors'' Certificate confirming compliance is
 attached to this Annual Report.
 
 MANAGEMENT DISCUSSION AND ANALYSIS
 
 Management Discussion and Analysis Statement for the year under review
 as stipulated under Clause 49 of the Listing Agreement with the Stock
 Exchanges in India is separately attached hereto and forms a part of
 this Annual Report.
 
 CORPORATE SOCIAL RESPONSIBILITY
 
 Corporate Social Responsibility (CSR) is the deliberate inclusion of
 public interest into corporate decision- making. CSR is at the core of
 your Company''s vision and mission which is achieved by focusing on the
 interest of the employees, customers and shareholders of the Company
 and the society at large.
 
 Your Company as part of the Essel Group of Companies, has at a unified
 and centralized level, put in place Corporate Social Responsibility
 policy. The CSR Policy is based on a belief that a Business cannot
 succeed in a society that fails and therefore it is imperative for
 business houses, to invest in the future by taking part in social
 building activities.
 
 DIRECTORS
 
 Mr. Sanjay H. Patel was appointed as an Alternate Director to Mr.
 Mintoo Bhandari effective October 27, 2010 pursuant to Section 313 of
 the Companies Act, 1956.  Mr. Mintoo Bhandari held his office as an
 Additional Nominee Director up to the date of previous Annual General
 Meeting i.e. December 16, 2010 and being eligible was appointed as a
 Nominee Director from the same date.  Pursuant to provisions of Section
 313 of the Companies Act, 1956, Mr. Patel automatically ceased to hold
 office as an Alternate Director with effect from the date of Annual
 General Meeting at which the term of Additional Director expired.
 Thereafter Mr. Sanjay H Patel was appointed as Alternate Director to
 Mr. Bhandari by the Board at its meeting held on March 25, 2011.
 
 In accordance with the provisions of Companies Act, 1956, Mr. Ashok
 Mathai Kurien and Mr. Bhagwan Dass Narang, Directors, retire by
 rotation at the ensuing Annual General Meeting of the Company and being
 eligible, have offered themselves for re-appointment.  Your Board has
 recommended their re-appointment in the overall interest of the
 Company.
 
 Brief profile of the Directors proposed to be re-appointed has been
 included in the Report on the Corporate Governance forming part of the
 Annual Report.
 
 AUDITOR
 
 The Statutory Auditors M/s. B S R & Co., Chartered Accountants,
 Gurgaon, having Firm Registration No 101248W, hold office until the
 conclusion of the ensuing Annual General Meeting and are eligible for
 re-appointment.
 
 Your Company has received confirmation from the Auditors to the effect
 that their reappointment, if made would be within the limits prescribed
 under Section 224(1B) of the Companies Act, 1956 and that they are not
 disqualified for re-appointment within the meaning of Section 226 of
 the said Act.
 
 AUDITORS'' REPORT
 
 The report of the Statutory Auditor of the Company contains
 qualification statements.
 
 The response of the Board to the qualification of the Statutory Auditor
 mentioned at serial number 4 (f) of the Audit Report is as follows –
 The Lease rental is a financial transaction based on cost of fund,
 taxation and cash flow consideration. Depreciation is not directly
 linked with the lease period but it is more to do with life of the set
 top box, repair, maintenance and other service related issues.  However
 the Company will streamline the process of charging depreciation on
 Consumer Premises Equipment
 
 The response of the Board to the qualification of the Statutory Auditor
 mentioned at serial number 4 (g) of the Audit Report is as follows – In
 order to simplify the group structure and have focused attention, the
 Board of Directors approved the Scheme of Amalgamation and Arrangement,
 wherein the non-DTH related business of the Company is transferred to
 ISMSL followed by the merger of ASSL with ISMSL. The appointed date of
 the Scheme is March 31, 2010. The Scheme has been approved by the
 Hon''ble High Court of Judicature at Delhi vide its order dated March 3,
 2011 and corrigendum dated March 31, 2011.
 
 As per the Scheme, the Company reduced the book value of the assets and
 liabilities alongwith relatable provisions, demerged pursuant to the
 Scheme, with a corresponding debit/credit to the Business Restructuring
 Reserve account. The balance in the Business Restructuring Reserve
 account has been adjusted against the balance in General Reserve
 account of the Company in terms of the Scheme.
 
 The response of the Board to the qualification of the Statutory Auditor
 mentioned at serial number 4 (h) of the Audit Report is as follows –
 The Company has received a notice from Income Tax Department about the
 short deduction of TDS on account of payment made to various content
 providers. We are firmly of the opinion, on the basis of various
 judicial pronouncements and legal advice received, that we are not
 required to provide for such short deduction.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING
 AND OUTGO
 
 Your Company is in the business of providing Direct to Home service.
 Since the said activity does not involve any manufacturing activity,
 most of the Information required to be provided under Section 217(1)(e)
 of the Companies Act, 1956 read with the Companies (Disclosure of
 Particulars in the Report of the Board of Directors) Rules, 1988, are
 not applicable.
 
 However the information, as applicable, are given hereunder:
 
 Conservation of Energy:
 
 Your Company, being a service provider, requires minimal energy
 consumption and every endeavor is made to ensure optimal use of energy,
 avoid wastages and conserve energy as far as possible.
 
 Technology Absorption:
 
 In its endeavor to deliver the best to its viewers and business
 partners, your Company is constantly active in harnessing and tapping
 the latest and best technology in the industry.
 
 Foreign Exchange Earnings and Outgo:
 
 Particulars of foreign currency earnings and outgo during the year are
 given in Note no.7, 8 and 9 to the notes to the Accounts forming part
 of the Annual Accounts.
 
 HUMAN RESOURCE MANAGEMENT
 
 Your Company aims at adopting the best practices for achieving
 competitive advantage through people and ''building profits by putting
 people first''. It endeavors to devise strategies to attract the best
 talent and to ensure their retention by building trust and instilling
 loyalty in them. Your Board believes that to build a sound and growing
 business in a difficult and complex industry, employees are vital to
 the Company. Pay revisions and other benefits are designed in such a
 way to compensate for good performance of the employees of your
 Company.  In addition to the basic salary which is based on the
 industry standards, your Company provides a number of benefits to its
 employees such as employee stock options, awards and training etc.
 
 The talent base of your Company has steadily increased and your Company
 has created a favourable work environment which encourages innovation
 and meritocracy. The Company has also set up a scalable recruitment and
 human resource management process which enables us to attract and
 retain high caliber employees.
 
 PARTICULARS OF EMPLOYEES
 
 Your Board wishes to express their appreciation to all the employees of
 the Company for their outstanding contribution to the Operations of the
 Company during the year under review. The information required under
 Section 217(2A) of the Companies Act, 1956 (''Act'') read with the
 Companies (Particulars of Employees) Rules, 1975 is required to be set
 out in an annexure to this report. However, in terms of Section
 219(1)(b) of the Act, the Report and Accounts are being sent to the
 shareholders excluding the aforesaid annexure. Any shareholder
 interested in obtaining copy of the same may write to the Company
 Secretary at the Corporate Office.  None of the employees, except Mr.
 Jawahar Lal Goel, listed in the said annexure are related to any
 Director of the Company.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 In accordance with the provisions of Section 217(2AA) of the Companies
 Act, 1956, in relation to the Annual Financial Statements for the
 Financial Year 2010-11, your Directors confirm the following:
 
 a) The Financial Statements have been prepared on a ''going concern''
 basis and in such preparation the applicable accounting standards had
 been followed with proper explanation relating to material departures;
 
 b) Accounting policies selected were applied consistently and the
 judgments and estimates related to the financial statements have been
 made on a prudent and reasonable basis, so as to give a true and fair
 view of the state of affairs of the Company as at March 31, 2011, and
 of the profit or loss of the Company for the year ended on that date;
 
 c) Proper and sufficient care has been taken for maintenance of
 adequate accounting records in accordance with the provisions of the
 Companies Act, 1956, to safeguard the assets of the Company and to
 prevent and detect fraud and other irregularities; and
 
 d) Adequate internal systems and controls are in place to ensure
 compliance of laws applicable to the Company.
 
 ACKNOWLEDGEMENT
 
 Your Directors wish to place on record their appreciation of the
 dedication and commitment of employees at all levels that have
 contributed to the success of your Company. Your Directors thank and
 express their gratitude for the continued support and co-operation
 received from the Central and State Governments, the Ministry of
 Information and Broadcasting (MIB), the Department of Telecommunication
 and Foreign Investment Promotion Board (FIPB), Ministry of Finance, the
 Telecom Regulatory Authority of India (TRAI), the Stock Exchanges - and
 other stakeholders including viewers, vendors, bankers, investors,
 service providers as well as other regulatory and governmental
 authorities.
 
                                For and on behalf of the Board
    
                    Jawahar Lal Goel                B D Narang
 
                   Managing Director                  Director
 
 Place : Noida
 
 Date : July 20, 2011